1. Purpose and Scope

Bio Green Wax Ltd (the "Company") trades physical commodities in markets where goods cross borders, clear customs, pass inspection regimes and depend on port and licensing formalities. These are precisely the points at which improper payments are most often solicited. This policy sets out the standard the Company requires, and the procedures that give effect to it.

Under section 7 of the Bribery Act 2010, a commercial organisation commits an offence if a person associated with it bribes another person intending to obtain or retain business or an advantage for the organisation. The only defence is that the organisation had adequate procedures in place. This policy, and the records kept under it, form part of the Company's adequate procedures.

The Bribery Act applies to conduct anywhere in the world where the organisation carries on part of its business in the United Kingdom. Local custom, local law and local commercial pressure are not defences.

2. Policy Statement

The Company prohibits bribery and corruption in every form, whether committed directly or through a third party, whether offered or received, and whether the counterparty is a public official or a private business.

No person acting for the Company may offer, promise, give, request, agree to receive or accept any financial or other advantage intending to induce or reward the improper performance of a function or activity, or where acceptance would itself be improper.

3. Definitions

4. Facilitation Payments and Kickbacks

Facilitation payments and kickbacks are prohibited. They are bribes under the Bribery Act 2010 regardless of the amount involved and regardless of whether they are customary in the location concerned.

Where a demand for a facilitation payment is made, the person receiving the demand must decline it, state that the Company's policy prohibits it, and report the demand to the Compliance Officer as soon as it is safe to do so. Delay, additional inspection or the loss of a berth or a slot is an acceptable commercial consequence.

5. Gifts and Hospitality

Reasonable and proportionate hospitality given or received to build ordinary commercial relationships is permitted. Hospitality intended to influence a decision is not, and neither is hospitality that a reasonable observer would regard as excessive.

Gifts and hospitality must meet all of the following conditions:

• Given openly, in the Company's name, and never in cash or a cash equivalent such as a voucher, gift card, loan or transferable credit.
• Not given or received with the intention of influencing a decision, and not at a time when a tender, negotiation, inspection or dispute is live.
• Proportionate to the seniority of the recipient and to normal business practice, and not lavish.
• Compliant with the recipient's own organisation's rules.
• Recorded in the Company's gifts and hospitality register where the value exceeds the threshold in section 6.

Public officials

Any gift or hospitality offered to a public official, of any value, requires the Compliance Officer's written approval in advance. Travel or accommodation for a public official may only be provided where it is directly and demonstrably related to the promotion or demonstration of the Company's products or to the performance of a contract, and only with written approval.

6. Registers, Approvals and Thresholds

The register is maintained by the Compliance Officer, reviewed at least quarterly, and made available to the Board and to the Company's auditors on request. Thresholds are expressed in pounds sterling; the equivalent in another currency applies at the rate on the date of the gift or hospitality.

7. Agents, Brokers and Third Parties

Most corporate bribery liability arises through intermediaries. The Company therefore applies risk-based due diligence to every agent, broker, introducer, consultant and distributor before appointment, and refreshes it periodically thereafter.

1. Establish the intermediary's legal identity, ownership, directors and beneficial owners, and whether any of them is a public official or closely connected to one.
2. Establish what the intermediary will actually do, why an intermediary is needed, and whether the proposed remuneration is proportionate to the service.
3. Take up references and check adverse media and enforcement records.
4. Record the assessment, the risk rating and the approval decision.
5. Contract in writing, with anti-bribery representations, audit and information rights, and a right to terminate immediately for breach.
6. Pay only to a bank account in the intermediary's own name, in its country of operation, against an invoice describing the service performed.

Success fees, commissions calculated as an unexplained percentage of contract value, payments to a third country, requests for payment in cash and requests to invoice through a different entity are all red flags requiring escalation before any payment is made.

8. Books, Records and Financial Controls

All payments must be supported by accurate documentation that describes their true purpose. No account, fund or asset may be maintained off the books, and no entry may be made that is false, misleading or inadequately described. Expense claims must identify the purpose of the expenditure and the persons involved.

Segregation of duties applies to the approval and execution of payments. No individual may both approve and execute a payment above the limits set by the Board.

9. Raising a Concern

Anyone who is offered a bribe, is asked to make one, suspects that one has been offered or made, or is unsure whether a proposed course of action is permitted, must raise it with the Compliance Officer. Raising a question early is always preferred to seeking forgiveness afterwards.

Concerns may be raised by email or by post to the Compliance Officer, using the contact details at the end of this policy, and may be raised confidentially. Where a reporter wishes to remain anonymous, the Company will investigate so far as the information allows.

10. Training, Monitoring and Review

All directors and employees receive anti-bribery training on joining and at least annually thereafter, with additional training for staff in commercial, logistics and finance roles who face the greatest exposure. Agents and brokers are provided with this policy and must confirm in writing that they will comply with it.

The Compliance Officer monitors compliance, reviews the gifts and hospitality register and third-party due diligence files, and reports to the Board at least annually on the operation of this policy, any concerns raised and any action taken.

A breach of this policy is a disciplinary matter and may amount to gross misconduct. It may also be a criminal offence carrying, for an individual, an unlimited fine and up to ten years' imprisonment. Contracts with intermediaries permit immediate termination for breach.

This policy is reviewed at least annually, and sooner where a change in law or in the Company's operations requires it.